San Leon Energy : 05 Aug 2022 AGM Notice of Meeting

LETTER TO SHAREHOLDERS

San Leon Energy plc - Annual General Meeting 2022

Dear Shareholder,

The Annual General Meeting (the "AGM") of San Leon Energy plc (the "Company") will be held at 11.00 a.m. on Friday, 5 August 2022 at the Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland. The notice of the AGM is at the end of this document.

COVID-19

The Company expects to be able to welcome shareholders to attend the AGM in person. In the event that it becomes necessary or appropriate to make alternative arrangements for the holding of the AGM, or it is not possible to hold the AGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the AGM as planned poses an unacceptable health and safety risk, the AGM may be adjourned or postponed or relocated to a different time and/or venue, we will ensure that shareholders are given as much notice as possible via RNS announcement and the Company's website: www.sanleonenergy.com. Should you choose not to physically attend this year's AGM, we encourage Shareholders to avail of the proxy voting service to ensure they can vote on the Resolutions proposed at the AGM and be represented at the AGM. By submitting a proxy as soon as possible, you can ensure that your vote on the Resolutions is cast in accordance with your wishes without attending in person.

Should we need to change the arrangements for the holding of the AGM in this way, it is possible that we will not be in a position to accommodate shareholders beyond the minimum required to hold a quorate meeting. In light of this uncertainty, we strongly encourage shareholders to submit a proxy vote in advance of the AGM and to appoint the Chair of the AGM as their proxy, rather than a named person who, if circumstances change, may not be permitted to attend and vote at the AGM because of public health guidance. The process for appointing a proxy and/or voting in connection with the Resolutions to be proposed at the AGM depends on the manner in which you hold your shares. Further details are set out in the notes to the Notice of AGM.

We strongly advise our shareholders whose name appears on the register of members of the Company (being those who hold their shares in certificated form and who do not hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs through the CREST system - see additional details below), to submit their forms of proxy by post or electronically to ensure their vote counts at the AGM. We would therefore recommend that you consider appointing the Chair of the AGM as your proxy.

To ensure all shareholders are fully represented by voting at the meeting, I would urge all shareholders to complete, sign and return your form of proxy as soon as possible but, in any event, so as to reach Computershare Investor Services (Ireland) Limited by 11.00 a.m. on 3 August 2022. Alternatively, ordinary shareholders may register their proxy appointment and voting instructions electronically using the internet, details of which are provided in the Notes to the notice of AGM.

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Voting procedures for certain Shareholders for the AGM

I would urge those of you who hold interests in our shares directly through the Euroclear Bank system or as CREST depository interests ("CDIs") through the CREST system to consult with your stockbroker, custodian or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy appointments or voting instructions for the AGM. We have included some additional explanatory information, beginning at page 4 of this document under the heading "Action to be taken", based on the information currently available to us, but it will be important for relevant shareholders to confirm these procedures with their stockbroker, custodian or other intermediary as they may vary depending on the specific arrangements that are in place for individual shareholders.

Resolutions

In addition to the Ordinary Business to be transacted at the AGM, which is referred to in Resolutions 1

- 3 in the notice, the directors of the Company (the "Directors") propose that Special Business, as set out in Resolutions 4 to 7 in the notice, be transacted at the meeting for the purposes explained below. This letter contains explanatory notes in relation to the resolutions being proposed at the AGM.

Resolution 1 - Consideration of the financial statements

Resolution 1 is an ordinary resolution. Members will be asked to receive and consider the Report of the Directors and Financial Statements for the year ended 31 December 2021.

Resolution 2(a) to 2(c) - Election and re-election of directors

Resolutions 2(a) to 2(c) are ordinary resolutions. Members will be asked to consider the election of Julian Tedder as a director and the re-election of Oisin Fanning and Mutiu Sunmonu who are retiring from their positions as directors in accordance with the Articles of Association. Biographical details of these directors are set out on pages 14 and 15 in the Annual Report of the Company.

The election and re-election of each director will be proposed as separate resolutions.

Resolution 3 - Remuneration of the Auditors

Resolution 3 is an ordinary resolution. The Directors are seeking to renew their authority to fix the remuneration of the Auditors.

Special Business at the AGM

There are four items of Special Business.

Resolution 4 - Directors' power to allot shares

Resolution 4 is an ordinary resolution. Members will be asked to renew the Directors' authority to allot and issue "relevant securities" (essentially ordinary shares in the Company).

Pursuant to Resolution 4, the Directors seek authority to allot up to an aggregate nominal value of €1,484,713 being an amount equal to approximately 33% of the aggregate nominal value of the issued share capital of the Company at the close of business at the date of the AGM.

Resolution 5 - Disapplication of statutory pre-emption rights

Resolution 5 is a special resolution. Members will be asked to approve the Directors' authority to disapply statutory pre-emption provisions in the event of a rights issue or other pro rata offers of equity securities to members or other issues of equity securities for cash up to an aggregate nominal value of €449,913 being 10% of the aggregate nominal value of the issued share capital of the Company at the close of business at the date of the AGM.

Resolution 6 - Authority to make purchases of the Company's own shares

Resolution 6 is a special resolution. Members will be asked to give the Company (and its subsidiaries) the authority to make purchases on a securities market of shares in the Company provided that the maximum number of shares authorised to be acquired does not exceed 10% of the issued share capital of the Company at the close of business at the date of the AGM.

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The minimum price which may be paid for any such purchase of the Company's own shares will be the nominal value of the shares and the maximum price which may be paid will be the greater of (i) 105% of the average market price of such shares for the previous five days and (ii) the higher of the price quoted for the last independent trade and the highest current independent bid or offer for such shares. The power under this resolution will expire on 4 November 2023 or the 2023 AGM, whichever is earlier.

Resolution 7 - Authority to re-issue treasury shares

Resolution 7 is a special resolution. Members will be asked to give the Company authority to re-issue treasury shares pursuant to Section 1078 of the Companies Act 2014 and the re-issue price range is as follows:

(a) the maximum price at which a treasury share may be re-issuedoff-market shall be an amount equal to 120% of the "appropriate price"; and

(b) the minimum price at which a treasury share may be re-issuedoff-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme operated by the Company or, in all other cases, an amount equal to 95% of the "appropriate price".

The "appropriate price" is the price per share calculated over the five business days immediately preceding the date of such re-issue as set out in more detail in the notice of the AGM.

Extraordinary general meeting

Immediately after the AGM on 5 August 2022 the Company will hold an extraordinary general meeting ("EGM") in order to approve, inter alia, the proposed subdivision of the existing ordinary shares of €0.01 in the Company into the New Ordinary Shares of €0.005 each and new Preference Shares of €0.005 each (the "Subdivision").

At the EGM it is proposed that 344,334,257 New Ordinary Shares (the "MLPL New Shares") would be issued to Midwestern Oil & Gas Company Limited ("Midwestern") as part of the MLPL Reorganisation being the issue of the MLPL New Shares pursuant to the agreement for the subscription by Midwestern for the MLPL New Shares (the "MLPL New Shares Subscription Agreement") and the proposed transfer to the Company of the outstanding shares of Midwestern Leon Petroleum Limited ("MLPL") not already owned by San Leon (being 60% of the shares in MLPL) from Midwestern. This is pursuant to the terms of a conditional agreement made between the Company, Midwestern and MLPL relating to certain aspects of the MLPL Reorganisation.

Resolution 1 at the EGM will approve the re-admission of the New Ordinary Shares following the Subdivision and the MLPL New Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies, which will effect the completion of the MLPL Reorganisation and constitute the admission to AIM of the enlarged entity pursuant to the AIM Rules for Companies ("Re-Admission"). Resolution 1 at the EGM is conditional on the passing of Resolutions 2 to 6 thereat each of which is intended to come into effect immediately prior to Re-Admission.

Action to be taken

Those shareholders unable to attend the AGM may appoint a proxy. The process for appointing a proxy will depend on the manner in which you hold your ordinary shares in the Company.

For shareholders whose name appears on the register of members of the Company (being those who hold their shares in certificated form and who do not hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs through the CREST system), your proxy may be submitted:

• by post, by completing the enclosed Form of Proxy and returning it to the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland; or

• through the internet; instructions on how to do this are set out on the Form of Proxy.

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Electronic proxy voting by Euroclear Nominees Limited in respect of the ordinary shares registered in the name of Euroclear Nominees Limited as nominee for Euroclear Bank SA/NV ("Euroclear Bank") may also occur through the use of a secured mechanism to exchange electronic messages as agreed by the Company with Euroclear Bank.

Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs through the CREST system, should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

Deadlines for receipt by the Company of proxy voting instructions

All proxy voting instructions (whether submitted directly or through the Euroclear or (via a holding of CDIs) CREST systems) must be received by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear or (via a holding of CDIs) CREST systems will also need to comply with any additional voting deadlines imposed by the respective service offerings. Again, all persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Recommendation

The Board of Directors is satisfied that each of the resolutions set out in the Notice of AGM is in the best interests of the Company and its members as a whole. Accordingly, your Board of Directors unanimously recommends that you vote in favour of each of these resolutions to be proposed at the AGM.

Finally, in light of the potential for public health guideline changes on Covid 19, we ask shareholders to regularly check our website https://www.sanleonenergy.com/for any updates or changes in relation to the AGM.

Yours faithfully

MUTIU SUNMONU

Chairman

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